Common use of Conflicts and Purchase Agreement Defaults Clause in Contracts

Conflicts and Purchase Agreement Defaults. Notwithstanding anything to the contrary herein contained, BNPPLC may, even over the objection of any Participant or the Majority, (A) take any action recommended in writing by reputable counsel and believed in good faith by BNPPLC to be required of BNPPLC by the Operative Documents or any law, rule or regulation to which BNPPLC is subject, (B) refrain from taking any action if BNPPLC believes in good faith that the action is prohibited by the Operative Documents or any law, rule or regulation to which BNPPLC is subject, and if reputable counsel recommends in writing that BNPPLC refrain from taking the action, and (C) after notice to the Participants, bring and prosecute a suit against LRC in the form recommended by and in accordance with advice of reputable counsel at any time when a breach of the Operative Documents by LRC has put BNPPLC (or any of its officers or employees) at risk of criminal prosecution or significant liability to third parties or at any time after LRC or an Applicable Purchaser fails to purchase the Property on the Designated Sale Date pursuant to the Purchase Agreement. (If, however, BNPPLC takes any action or refrains from taking any action over the objection of a Majority pursuant to the preceding sentence, BNPPLC must provide the Majority a written explanation of the basis for BNPPLC’s conclusion that taking the action, or refraining from taking the action, is permitted by the preceding sentence.) Further, nothing herein contained will be construed to require BNPPLC to agree to modify the Operative Documents or to take any action or refrain from taking any action in any manner that could increase BNPPLC’s liability to LRC or others, that could reduce or postpone payments to which BNPPLC is entitled thereunder, or that could reduce the scope and coverage of the indemnities provided for BNPPLC’s benefit in the Operative Documents.

Conflicts and Purchase Agreement Defaults. Notwithstanding anything to the contrary herein contained, BNPPLC may, even over the objection of any Participant or the Majority, (A) take any action recommended in writing by reputable counsel and believed in good faith by BNPPLC to be required of BNPPLC by the Operative Documents or any law, rule or regulation to which BNPPLC is subject, (B) refrain from taking any action if BNPPLC believes in good faith that the action is prohibited by the Operative Documents or any law, rule or regulation to which BNPPLC is subject, and if reputable counsel recommends in writing that BNPPLC refrain from taking the action, (C) respond to any Notice of LRC’s Intent to Terminate Because of a Force Majeure Event by providing an Increased Commitment as provided in the Construction Agreement; and (CD) after notice to the Participants, bring and prosecute a suit against LRC in the form recommended by and in accordance with advice of reputable counsel at any time when a breach of the Operative Documents by LRC has put BNPPLC (or any of its officers or employees) at risk of criminal prosecution or significant liability to third parties or at any time after LRC or an Applicable Purchaser fails to purchase the Property on the Designated Sale Date pursuant to the Purchase Agreement. (If, however, BNPPLC takes any action or refrains from taking any action over the objection of a Majority pursuant to the preceding sentence, BNPPLC must provide the Majority a written explanation of the basis for BNPPLC’s conclusion that taking the action, or refraining from taking the action, is permitted by the preceding sentence.) Further, nothing herein contained will be construed to require BNPPLC to agree to modify the Operative Documents or to take any action or refrain from taking any action in any manner that could increase BNPPLC’s liability to LRC or others, that could reduce or postpone payments to which BNPPLC is entitled thereunder, or that could reduce the scope and coverage of the indemnities provided for BNPPLC’s benefit in the Operative Documents.

Conflicts and Purchase Agreement Defaults. Notwithstanding anything to the contrary herein contained, BNPPLC may, even over the objection of any Participant or the Majority, (A) take any action recommended in writing by reputable counsel and believed in good faith by BNPPLC to be required of BNPPLC by the Operative Documents or any law, rule or regulation to which BNPPLC is subject, (B) refrain from taking any action if BNPPLC believes in good faith that the action is prohibited by the Operative Documents or any law, rule or regulation to which BNPPLC is subject, and if reputable counsel recommends in writing that BNPPLC refrain from taking the action, and (C) after notice to the Participants, bring and prosecute a suit against LRC NAI in the form recommended by and in accordance with advice of reputable counsel at any time when a breach of the Operative Documents by LRC NAI has put BNPPLC (or any of its officers or employees) at risk of criminal prosecution or significant liability to third parties or at any time after LRC NAI or an Applicable Purchaser fails to purchase the Property on the Designated Sale Date pursuant to the Purchase Agreement. (If, however, BNPPLC takes any action or refrains from taking any action over the objection of a Majority pursuant to the preceding sentence, BNPPLC must provide the Majority a written explanation (including a copy of a supporting written recommendation of counsel) of the basis for BNPPLC’s conclusion that taking the action, or refraining from taking the action, is permitted by the preceding sentence.) Further, nothing herein contained will be construed to require BNPPLC to agree to modify the Operative Documents or to take any action or refrain from taking any action in any manner that could increase BNPPLC’s liability to LRC NAI or others, that could reduce or postpone payments to which BNPPLC is entitled thereunder, or that could reduce the scope and coverage of the indemnities provided for BNPPLC’s benefit in the Operative Documents.

Conflicts and Purchase Agreement Defaults. Notwithstanding anything to the contrary herein contained, BNPPLC may, even over the objection of any Participant or the Majority, (A) take any action recommended in writing by reputable counsel and believed in good faith by BNPPLC to be required of BNPPLC by the Operative Documents or any law, rule or regulation to which BNPPLC is subject, (B) refrain from taking any action if BNPPLC believes in good faith that the action is prohibited by the Operative Documents or any law, rule or regulation to which BNPPLC is subject, and if reputable counsel recommends in writing that BNPPLC refrain from taking the action, and (C) after notice to the Participants, bring and prosecute a suit against LRC NAI in the form recommended by and in accordance with advice of reputable counsel at any time when a breach of the Operative Documents by LRC NAI has put BNPPLC (or any of its officers or employees) at risk of criminal prosecution or significant liability to third parties or at any time after LRC NAI or an Applicable Purchaser fails to purchase the Property on the Designated Sale Date pursuant to the Purchase Agreement. (If, however, BNPPLC takes any action or refrains from taking any action over the objection of a Majority pursuant to the preceding sentence, BNPPLC must provide the Majority a written explanation of the basis for BNPPLC’s conclusion that taking the action, or refraining from taking the action, is permitted by the preceding sentence.) Further, nothing herein contained will be construed to require BNPPLC to agree to modify the Operative Documents or to take any action or refrain from taking any action in any manner that could increase BNPPLC’s liability to LRC NAI or others, that could reduce or postpone payments to which BNPPLC is entitled thereunder, or that could reduce the scope and coverage of the indemnities provided for BNPPLC’s benefit in the Operative Documents.